UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2023 (June 26, 2023)
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | | 001-35741 | | 16-1237038 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation) | | | | Identification No.) |
One Chemung Canal Plaza, Elmira, NY 14901
(Address of principal executive offices) (Zip Code)
(607) 737-3711
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | | Trading symbol | | Name of exchange on which registered |
| Common stock, par value $0.01 per share | | CHMG | | Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.16e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 26, 2023, Chemung Canal Trust Company (the “Bank”), the wholly owned subsidiary of Chemung Financial Corporation (the “Corporation”), entered into a Post-Employment Consulting Agreement (the “Agreement”) with Karl F. Krebs (the “Consultant”), whose retirement as Chief Financial Officer and Treasurer of the Corporation, and Executive Vice President, Chief Financial Officer and Treasurer of the Bank will become effective as of July 1, 2023. The term of the Agreement will begin on July 1, 2023, and automatically end as of September 30, 2023, unless terminated earlier by mutual agreement of the parties, or upon the Consultant’s death, disability, or termination for cause. During the term of the Agreement, the Consultant will assist with the transition of the successor Chief Financial Officer of the Corporation and the Bank, continue to review all monthly financial reports, finance related materials for board meetings and regulatory filings, and perform other specialized projects assigned by the Chief Executive Officer, provided that the expected level of consulting services provided under the Agreement will not exceed fifteen (15) hours per week. The Bank will pay a consulting fee of $15,000 per month, for a total fee of $45,000 under the Agreement. During the term of the Agreement, the Consultant will not compete with or solicit employees or customers of the Bank.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Post-Employment Consulting Agreement attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibit No.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | CHEMUNG FINANCIAL CORPORATION |
| | |
| | |
| June 29, 2023 | By: |
| | |
| | /s/ Karl F. Krebs |
| | Karl F. Krebs |
| | Chief Financial Officer and Treasurer |
